this circular is important and requiresyour ... circular_e.pdfa letter from the board is set out on...

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you

should consult your licensed securities dealer, bank manager, solicitor, professional accountant

or other professional adviser.

If you have sold or transferred all your shares in Gold Peak Industries (Holdings) Limited,

you should at once hand this circular and the accompanying form of proxy to the purchaser or

transferee or to the bank, licensed securities dealer or other agent through whom the sale or

transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited

take no responsibility for the contents of this circular, make no representation as to its accuracy

or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising

from or in reliance upon the whole or any part of the contents of this circular.

金山工業（集團）有限公司

(Stock Code: 40)

(Incorporated in Hong Kong under the Companies Ordinance)

MAJOR TRANSACTIONDISPOSAL OF PROPERTIES

A letter from the Board is set out on pages 5 to 20 of this circular. A notice convening the

General Meeting to be held at Tang Room, 3/F, Sheraton Hong Kong Hotel & Towers, 20 Nathan

Road, Kowloon, Hong Kong at 10:30 a.m. on Wednesday, 14 February 2018 is set out on pages

41 to 43 of this circular. Whether or not you are able to attend the General Meeting, please

complete the enclosed form of proxy in accordance with the instructions printed thereon and

return it to the registered office of the Company at 9/F, Building 12W, 12 Science Park West

Avenue, Hong Kong Science Park, New Territories, Hong Kong as soon as possible and in any

event, not less than 48 hours before the time appointed for the holding of the General Meeting

or any adjournment thereof. Completion and return of the form of proxy will not preclude you

from attending and voting in person at the General Meeting or any adjourned meeting should

you so wish.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

30 January 2018

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Appendix I — Property Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Appendix II — Financial Information of the Group . . . . . . . . . . . . . . . . . . 30

Appendix III — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Notice of General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

CONTENTS

– i –

In this circular, the following expressions have the following meanings unless the

context requires otherwise:

“Announcement” the announcement of the Company in relation to theDisposal dated 29 December 2017

“Board” the board of Directors

“Company” Gold Peak Industries (Holdings) Limited (stock code:40), a company incorporated in Hong Kong with limitedliability and whose shares are listed on the Main Boardof the Stock Exchange

“Condition(s)” has the same meaning as defined in the sectionheaded “Disposal Agreements – Conditions Precedent”in this circular

“Consideration” the aggregate consideration amounts to RMB221.3million (or approximately HK$263.4 million) payable tothe Group by the Purchaser for the Disposal

“Director(s)” director(s) of the Company

“Disposal” the disposal of the Properties by GPB (China) andModern Battery to the Purchaser pursuant to the termsof the Disposal Agreements

“Disposal Agreements” collectively, the Disposal Agreements I and theDisposal Agreements II

“Disposal Agreements I” collectively, the Land Use Right and BuildingOwnership Transfer Agreement I and RelocationCompensation Agreement I

“Disposal Agreements II” collectively, the Land Use Right and BuildingOwnership Transfer Agreement II and RelocationCompensation Agreement II

“General Meeting” a general meeting to be convened by the Company toconsider and, if thought fit, approve the DisposalAgreements and the transactions contemplatedthereunder, the notice of which is set out on pages 41to 43 of this circular

DEFINITIONS

– 1 –

“GP Batteries” GP Batteries International Limited, a companyincorporated in the Republic of Singapore with limitedliability, which is a wholly-owned subsidiary of GPIndustries as at the Latest Practicable Date

“GP Industries” GP Industries Limited, a company incorporated in theRepublic of Singapore with limited liability, the sharesof which are listed on the Singapore ExchangeSecurities Trading Limited and is owned as to 85.5%by the Company as at the Latest Practicable Date

“GPB (China)” 金山電化工業(惠州)有限公司 (GP Batteries (China)Limited), an enterprise established in the PRC and awholly-owned subsidiary of GP Batteries

“Group” the Company and its subsidiaries

“Guarantor” 廣東省東莞機械進出口有限公司 (Guangdong DongguanMachinery Import & Export Co., Ltd.), an enterpriseestablished in the PRC and an Independent ThirdParty

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” Hong Kong Special Administrative Region of the PRC

“Independent Third Party(ies)” party(ies) independent of and not connected with theCompany and its connected persons (as defined underthe Listing Rules)

“Jointly-owned Land” the plot of land (土地證號：惠府國用(1998)字第13021400019號) currently jointly-owned by TG Chinaand 惠州市工業發展總公司 (Huizhou IndustrialDevelopment Corporation), further details of which areset out in the section headed “Disposal Agreements –The Jointly-owned Land” in this circular

“Land Use Right andBuilding Ownership TransferAgreement I”

a land use right and building ownership transferagreement dated 29 December 2017 entered intobetween GPB (China), the Purchaser and theGuarantor in respect of the disposal of Property I

DEFINITIONS

– 2 –

“Land Use Right andBuilding Ownership TransferAgreement II”

a land use right and building ownership transferagreement dated 29 December 2017 entered intobetween Modern Battery, the Purchaser and theGuarantor in respect of the disposal of Property II

“Latest Practicable Date” 25 January 2018, being the latest practicable dateprior to the printing of this circular for ascertainingcertain information referred to in this circular

“Listing Rules” the Rules Governing the Listing of Securities on theStock Exchange

“Modern Battery” 惠州時代電池有限公司 (Huizhou Modern BatteryLimited), an enterprise established in the PRC and awholly-owned subsidiary of GP Batteries

“Overdue Penalty” has the same meaning as defined in the sectionheaded “Disposal Agreements – Liquidated Damages”in this circular

“percentage ratios” has the same meaning ascribed to it under Rule 14.07of the Listing Rules

“PRC” the People’s Republic of China, and for the purpose ofthis circular, excluding Hong Kong, the Macau SpecialAdministrative Region of the People’s Republic ofChina and Taiwan

“Properties” collectively, Property I and Property II

“Property I” has the same meaning as defined in the sectionheaded “Disposal Agreements – Properties to bedisposed of” in this circular

“Property II” has the same meaning as defined in the sectionheaded “Disposal Agreements – Properties to bedisposed of” in this circular

“Purchaser” 惠州市晟鴻實業有限公司 (Huizhou Cheng HongIndustrial Co., Ltd.), an enterprise established in thePRC and an Independent Third Party

DEFINITIONS

– 3 –

“Relocation CompensationAgreement I”

a Relocation Compensation Agreement dated 29December 2017 entered into between GPB (China),the Purchaser and the Guarantor pursuant to the termsof the Land Use Right and Building Ownership TransferAgreement I

“Relocation CompensationAgreement II”

a Relocation Compensation Agreement dated 29December 2017 entered into between Modern Battery,the Purchaser and the Guarantor pursuant to the termsof the Land Use Right and Building Ownership TransferAgreement II

“RMB” Renminbi, the lawful currency of the PRC

“SFO” Securities and Futures Ordinance (Chapter 571 of theLaws of Hong Kong)

“Share(s)” ordinary share(s) in the share capital of the Company

“Shareholder(s)” holder(s) of the Share(s)

“sq. m.” square metres

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“TG China” 東山電池工業(中國)有限公司 (T.G. Battery Co (China)Ltd.), an enterprise established in the PRC and an85%-owned subsidiary of T.G. Batteries Co (HongKong) Limited which is in turn a 50%-owned associateof GP Batteries

“Valuation Report” a report prepared by RHL Appraisal Limited, anIndependent Third Party, in respect of the valuation onthe Properties

“%” per cent.

For reference purposes only and unless otherwise specified, RMB amount has been

translated into HK$ using the rate of RMB1.00 to HK$1.19.

For reference purposes only, the Chinese names of the PRC entities have been

translated into English in this circular. In the event of any discrepancies between the

Chinese names of these PRC entities and their respective English translations, the

Chinese version shall prevail.

DEFINITIONS

– 4 –


(Stock Code: 40)


Board of DirectorsExecutive Directors:Victor LO Chung Wing (Chairman & Chief Executive)LEUNG Pak ChuenRichard KU Yuk HingAndrew CHUANG Siu LeungBrian LI Yiu Cheung

Independent Non-Executive Directors:LUI Ming WahFrank CHAN Chi ChungCHAN Kei Biu

Non-Executive Director:Karen NG Ka Fai

Registered Office:9/F, Building 12W12 Science Park West AvenueHong Kong Science ParkNew TerritoriesHong Kong

30 January 2018

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTIONDISPOSAL OF PROPERTIES

INTRODUCTION

Reference is made to the Announcement. On 29 December 2017, the Boardannounced that, (i) GPB (China), a wholly-owned subsidiary of GP Batteries, entered into,with the Purchaser and the Guarantor, (a) the Land Use Right and Building OwnershipTransfer Agreement I pursuant to which GPB (China) agreed to sell and the Purchaseragreed to purchase Property I at a cash consideration of RMB40.5 million (orapproximately HK$48.2 million) and (b) the Relocation Compensation Agreement Ipursuant to which the Purchaser agreed to pay a relocation compensation of RMB40million (or approximately HK$47.6 million) to GPB (China); and (ii) Modern Battery, awholly-owned subsidiary of GP Batteries, entered into, with the Purchaser and theGuarantor, (a) the Land Use Right and Building Ownership Transfer Agreement II pursuantto which Modern Battery agreed to sell and the Purchaser agreed to purchase Property II at

LETTER FROM THE BOARD

– 5 –

a cash consideration of RMB80.8 million (or approximately HK$96.2 million) and (b) theRelocation Compensation Agreement II pursuant to which the Purchaser agreed to pay arelocation compensation of RMB60 million (or approximately HK$71.4 million) to ModernBattery.

Pursuant to the Disposal Agreements, the completion of the Disposal is subject to andconditional upon the satisfaction of the Condition(s) as set out in the section headed“Conditions precedent” below.

The Disposal constitutes a major transaction on the part of the Company and issubject to shareholders’ approval under Chapter 14 of the Listing Rules. The purpose ofthis circular is:

(a) to provide the Shareholders with details of the terms of the Disposal Agreementsand the transactions contemplated thereunder;

(b) to set out the Valuation Report in respect of the Properties; and

(c) to give notice of General Meeting to be held to consider and, if thought fit, toapprove the Disposal Agreements and the transactions contemplated thereunder.

DISPOSAL AGREEMENTS

The Disposal Agreements comprise the Land Use Right and Building OwnershipTransfer Agreement I, the Land Use Right and Building Ownership Transfer Agreement II,the Relocation Compensation Agreement I and Relocation Compensation Agreement II,and the particulars of which are as follows:

Date

29 December 2017 (after trading hours)

Parties

Disposal Agreements I Disposal Agreements II

Vendor: 金山電化工業(惠州)有限公司 (GPBatteries (China) Limited), anenterprise established in the PRCand a wholly-owned subsidiary ofGP Batteries

惠州時代電池有限公司 (HuizhouModern Battery Limited), anenterprise established in the PRCand a wholly-owned subsidiary ofGP Batteries

Purchaser: 惠州市晟鴻實業有限公司 (Huizhou Cheng Hong Industrial Co., Ltd.), anenterprise established in the PRC and an Independent Third Party

Guarantor: 廣東省東莞機械進出口有限公司 (Guangdong Dongguan Machinery Import &Export Co., Ltd.), an enterprise established in the PRC and an IndependentThird Party


– 6 –

To the best of the Directors’ knowledge, information and belief having made all

reasonable enquiries, each of the Purchaser and the Guarantor and their respective

ultimate beneficial owners are Independent Third Parties.

Properties to be disposed of

The Properties to be disposed of under the Disposal Agreements comprise the

following properties located in 廣東省惠州古塘坳工業區 (Gu Tang Ao Industrial Zone,

Huizhou, Guangdong Province, the PRC):

“Property I” “Property II”

(i) the right to use three plots of landwith an aggregate useable area of17,503.4 sq. m., comprising:

(i) the right to use three plots of landwith an aggregate useable area of29,953 sq. m., comprising:

• a plot of land with a usable area of13,034 sq. m. and a term of use fora period of 50 years, commencingfrom 10 November 1997 to 10November 2047;

• a plot of land with a usable area of6,162.4 sq. m. and a term of useup to 23 November 2048;

• a plot of land with a usable area of2,461.4 sq. m. and a term of use ofup to 16 May 2053; and

• a plot of land with a usable area of10,200.6 sq. m. and a term of useof up to 14 November 2051; and

• a plot of land with a usable area of2,008 sq. m. and a term of use upof to 13 March 2048.

• a plot of land with a usable area of13,590 sq. m. and a term of use upof to 6 March 2047.

(ii) the buildings and ancillary facilitieslocated thereon with a total built-uparea of 17,785.57 sq. m., comprising:

(ii) the buildings and ancillary facilitieslocated thereon with a total built-uparea of 11,399.99 sq. m., comprising:

• a factory building with a totalbuilt-up area of 6,159.11 sq. m.;





– 7 –

“Property I” “Property II”



• a canteen with a total built-up areaof 460 sq. m.; and

• a canteen with a total built-up areaof 1,252.87 sq. m.; and

• staff quarters with a total built-uparea of 4,484.41 sq. m.

• staff quarters with a total built-uparea of 360.45 sq. m.

The Properties are currently mainly used by the Group as production facilities for the

manufacturing of batteries.

Consideration

The Consideration payable by Purchaser to the Group under the Disposal

Agreements, which comprises the transfer price and the one-off relocation compensation,

is RMB221.3 million (or approximately HK$263.4 million) in cash. The breakdown and

payment method of the Consideration are as follows:


The aggregate consideration payable bythe Purchaser to GPB (China) underDisposal Agreements I is RMB80.5 million(or approximately HK$95.8 million), whichshall be paid as follows:

The aggregate consideration payable bythe Purchaser to Modern Battery underDisposal Agreements II is RMB140.8million (or approximately HK$167.6million), which shall be paid as follows:

(i) as to RMB24.5 million (orapproximately HK$29.2 million) waspaid as a deposit to GPB (China) bythe date of signing of the Land UseRight and Building OwnershipTransfer Agreement I;

(i) as to RMB42.0 million (orapproximately HK$50.0 million) waspaid as a deposit to Modern Batteryby the date of signing of the LandUse Right and Building OwnershipTransfer Agreement II;


– 8 –


(ii) as to RMB16.0 million (orapproximately HK$19.0 million)within 5 business days from theexpiry of 12 months after the date ofsigning of the Land Use Right andBuilding Ownership TransferAgreement I, or if the Purchasershall have acquired the title of theJointly-owned Land within the said12 months, within 5 business daysafter the acquisition of the title of theJointly-owned Land, to an escrowaccount of a bank designated byGPB (China). If an escrow accountcannot be established due to anyreason, GPB (China) and thePurchaser shall open a bankaccount, to be jointly managed byGPB (China) and the Purchaser, andthe Purchaser shall transfer thebalance payment into such joint bankaccount; and

(ii) as to RMB38.8 million (orapproximately HK$46.2 million)within 5 business days from theexpiry of 12 months after the date ofsigning of the Land Use Right andBuilding Ownership TransferAgreement II, or if the Purchasershall have acquired the title of theJointly-owned Land within the said12 months, within 5 business daysafter the acquisition of the title of theJointly-owned Land, to an escrowaccount of a bank designated byModern Battery. If an escrow accountcannot be established due to anyreason, Modern Battery and thePurchaser shall open a bankaccount, to be jointly managed byModern Battery and the Purchaser,and the Purchaser shall transfer thebalance payment into such joint bankaccount; and

(iii) as to RMB40.0 million (orapproximately HK$47.6 million)within 5 business days from theexpiry of 12 months after the date ofsigning of the RelocationCompensation Agreement I, or if thePurchaser shall have acquired thetitle of the Jointly-owned Land withinthe said 12 months, within 5business days after the acquisition ofthe title of the Jointly-owned Land, toan escrow account of a bankdesignated by GPB (China). If anescrow account cannot beestablished due to any reason, GPB(China) and the Purchaser shallopen a bank account, to be jointlymanaged by GPB (China) and thePurchaser, and the Purchaser shalltransfer such amount into such jointbank account.

(iii) as to RMB60.0 million (orapproximately HK$71.4 million)within 5 business days from theexpiry of 12 months after the date ofsigning of the RelocationCompensation Agreement II, or if thePurchaser shall have acquired thetitle of the Jointly-owned Land withinthe said 12 months, within 5business days after the acquisition ofthe title of the Jointly-owned Land, toan escrow account of a bankdesignated by Modern Battery. If anescrow account cannot beestablished due to any reason,Modern Battery and the Purchasershall open a bank account, to bejointly managed by Modern Batteryand the Purchaser, and thePurchaser shall transfer suchamount into such joint bank account.


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The Purchaser shall, within 5 days afterthe date of the registration of the transferof Property I inform the escrowing bank inwriting to pay GPB (China) the remainingamount of RMB56.0 million (orapproximately HK$66.6 million).

Should the registration of the transfer ofProperty I cannot be completed within 24months from the date of the DisposalAgreements I due to the government’spolicy on unified redevelopment plan, andGPB (China) and the Purchaser cannotagree on the terms of termination of theDisposal Agreements I, the Purchasershall inform the escrow bank in writing topay the balance payment to GPB (China),and GPB (China) shall assist thePurchaser in applying approval forredevelopment. GPB (China) can alsodemand the escrow bank to pay thebalance payment upon presentation ofthe original signed Disposal AgreementsI. Should the escrow bank decline to paythe balance payment, the Purchaser shallimmediately pay the balance payment toGPB (China), with penalty at a rate of0.1% of the relevant balance payment perday for each day of delay in payment.

GPB (China) is also entitled to requestfull payment from the bank designated byGPB (China) of such amount by providingnotice of the registration of the transfer ofProperty I issued by the relevant realestate regulatory authority or the relevantquery result reflecting the registration ofthe transfer of Property I.

The Purchaser shall, within 5 days afterthe date of the registration of the transferof Property II inform the escrowing bankin writing to pay Modern Battery theremaining amount of RMB98.8 million (orapproximately HK$117.6 million).

Should the registration of the transfer ofProperty II cannot be completed within 24months from the date of the DisposalAgreements II due to the government’spolicy on unified redevelopment plan, andModern Battery and the Purchaser cannotagree on the terms of termination of theDisposal Agreements II, the Purchasershall inform the escrow bank in writing topay the balance payment to ModernBattery, and Modern Battery shall assistthe Purchaser in applying approval forredevelopment. Modern Battery can alsodemand the escrow bank to pay thebalance payment upon presentation ofthe original signed Disposal AgreementsII. Should the escrow bank decline to paythe balance payment, the Purchaser shallimmediately pay the balance payment toModern Battery, with penalty at a rate of0.1% of the relevant balance payment perday for each day of delay in payment.

Modern Battery is also entitled to requestfull payment from the bank designated byModern Battery of such amount byproviding notice of the registration of thetransfer of Property II issued by therelevant real estate regulatory authorityor the relevant query result reflecting theregistration of the transfer of Property II.


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Any associated taxes and transaction costs shall be borne solely by the Purchaser,

save for enterprise income tax payable which shall be borne by GPB (China) or Modern

Battery (as the case may be). The Purchaser shall pay the taxes payable (according to the

tax review results issued by the relevant governmental department) to the designated bank

account of GPB (China) or Modern Battery (as the case may be).

The Consideration was arrived at on a willing buyer willing seller basis after taking into

account, among other things, the following factors:

(i) the rationale of the Disposal – as stated in the section headed “Reasons andBenefits for the Disposal” in this circular, it is the Group’s intention to consolidateits battery manufacturing facilities by relocating the smaller facilities previouslylocated on the Properties to a centralized and larger facilities;

(ii) the Valuation Report – the Group has made reference to the valuation of theProperties set out in the Valuation Report in determining whether or not it is inthe interest of the Group to accept any of the offers in respect of the Propertiesmade by the Purchaser and other potential buyers;

(iii) recently transacted prices of the properties around the vicinity of the Properties –in comparing the offers received by the Group in respect of the Properties, theGroup has made reference to the bidding prices and quoted pricing of theproperties around the vicinity of the Properties before accepting the offer madeby the Purchaser; and

(iv) offers received by the Group in respect of the Properties – the Group hasreceived and compared several offers and considered the offer made by thePurchaser to be most appropriate.

The aggregate one-off relocation compensation of the amount of RMB100 million (orapproximately HK$119 million) under the Relocation Compensation Agreement I and theRelocation Compensation Agreement II was determined by the management’s assessmentwith reference to the estimated relocation costs of the battery manufacturing facilities. Theestimated relocation costs mainly comprise (i) severance payments payable to employeesthat will be terminated due to the relocation; (ii) costs of disassembling, transporting andreassembling machineries and equipment; and (iii) costs of replacing machineries andequipment that cannot be transported to new manufacturing facilities. The severancepayments are estimated based on statutory rates prescribed by the applicable PRC labourlaws and regulations, while the costs for disassembling, transporting, reassembling andreplacing machineries and equipment are assessed based on estimated transportation andengineering costs involved in the relocation as understood by the Directors. The Directorsconsider the above basis fair and reasonable. Accordingly, the Directors considered therelocation compensation to be fair and reasonable and in the interest of the Company andthe Shareholders as a whole.


– 11 –

Based on the Valuation Report, the market values of Property I and Property II wereapproximately RMB39.7 million (or approximately HK$47.2 million) and RMB38.2 million (orapproximately HK$45.5 million), respectively, as at 30 November 2017.

Conditions Precedent

Completion of the Disposal is subject to and conditional upon the satisfaction of thefollowing conditions precedent (the “Condition(s)”):

(i) the approval of the shareholders (if such shareholders’ approval is required byapplicable listing regulations) and/or the board of directors of each of (a) GPBatteries, (b) GP Industries (being GP Batteries’ immediate holding company)and (c) the Company (being GP Batteries’ ultimate holding company) for theDisposal in accordance with the Listing Rules and other applicable laws andregulations; and

(ii) the approval of the shareholders and the board of directors of the Purchaser forthe Disposal.

GPB (China) or Modern Battery (as the case may be) and the Purchaser undertake toimmediately take all reasonable efforts to ensure the passing of the resolutions for theabovementioned approvals. Within five business days after the satisfaction of theConditions, the responsible party (being GPB (China) and Modern Battery in respect of theCondition set out in sub-paragraph (i) and the Purchaser in respect of the Condition set outin sub-paragraph (ii)) shall provide written notice to the other parties of the satisfaction ofthe relevant Condition.

In the event GPB (China) or Modern Battery (as the case may be) causes thenon-satisfaction of the Condition set out in sub-paragraph (i) above for the Disposal, therelevant deposit(s) already received shall be refunded (without interest) to the Purchaser.In the event that the Purchaser causes the non-satisfaction of the Condition set out insub-paragraph (ii) above for the Disposal, GPB (China) or Modern Battery (as the casemay be) is entitled to forfeit the deposit(s) paid.

Continued Use of Properties by the Group

Pursuant to the terms of the Disposal Agreements, from the date of registration of thetransfer of the Properties up to the end of the 36-month period commencing from the dateof the signing of the Disposal Agreements, the Purchaser shall allow GPB (China) orModern Battery (as the case may be) to use the Properties free of charge. During suchperiod of use:

(i) the Purchaser shall not: (a) take back the Properties in advance; (b) sub-leasethe Properties to third parties; or (c) launch demolition activities on theProperties. Otherwise, the Purchaser shall be liable to compensate GPB (China)


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or Modern Battery (as the case may be) for all resultant economic losses incurredby GPB (China) or Modern Battery (as the case may be), including but not limitedto losses caused by the stoppage of production, deduction claims fromcustomers, all costs incurred by any forced moving out of the Properties and therental of temporary venues, outsourcing costs and economic compensation foremployees whose employment contracts have been terminated in advance; and

(ii) GPB (China) or Modern Battery (as the case may be) is entitled to move out ofthe Properties in advance at any time by providing three months’ prior writtennotice to the Purchaser and informing the Purchaser of the exact date of thehandover of the Properties. If GPB (China) or Modern Battery (as the case maybe) moves out of the Properties in advance, the Purchaser shall paycompensation to GPB (China) at a monthly rate of RMB266,000 (orapproximately HK$317,000) or Modern Battery at a monthly rate of RMB171,000(or approximately HK$203,000) (as the case may be).

The Group currently operates two different types of battery manufacturing facilities onthe Properties, namely, the carbon zinc battery manufacturing facilities operated by GPB(China) on Property I and the nickel metal hydride battery manufacturing facilities operatedby Modern Battery on Property II. It is the Group’s current intention that the batterymanufacturing facilities will be relocated to another location in the PRC or overseas. As theGroup is still identifying suitable new locations for these manufacturing facilities and therelocation will involve setting up of new production line, new recruitment of production staffand trial run process, it is estimated that it may take up to three years for the Group tocomplete the relocation of these manufacturing facilities.

The Purchaser would be required to pay GPB (China) or Modern Battery (as the casemay be) the resultant economic losses which represent the direct and indirect lossesincurred by GPB (China) or Modern Battery (as the case may be) during the period ofproduction halt if the Purchaser takes back the Properties in advance. The Purchaser wouldbe required to pay the resultant economic losses after GPB (China) and/or Modern Batteryfinish assessing the direct and indirect economic losses suffered by them during theproduction halt.

The monthly rate of RMB266,000 and RMB171,000 payable by the Purchaser to,respectively, GPB (China) and Modern Battery (as the case may be) were determined withreference to the market rate of RMB15 per sq. m. of the built-up area of the buildings andancillary facilities located on Properties and would only be received by GPB (China) andModern Battery (as the case may be) if they shall move out of the Properties by givingthree months’ prior written notice to the Purchaser within the 36-month period commencingfrom the date of the signing the Disposal Agreements.


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Termination and Deemed Completion of the Disposal Agreements

Pursuant to the terms of Disposal Agreements I:

(i) Upon payment of the relevant deposit by the Purchaser to GPB (China) andwithin 12 months from the date of Disposal Agreements I, GPB (China) shall notunilaterally terminate Disposal Agreements I (other than due to default by thePurchaser), or transfer Property I to any other party by reason of changes inmarket conditions, unless GPB (China) pays to the Purchaser a compensationequivalent to two times of the aggregate amount of the relevant portion of theConsideration and relevant relocation compensation;

(ii) the Purchaser shall have the right to terminate Disposal Agreements I by writtennotice to GPB (China) if (a) TG China shall fail to change the Jointly-owned Landfrom a government allocation land to a transferrable land and own the title of theJointly-owned Land; (b) GPB (China) shall fail to procure the Purchaser to havethe pre-emptive right to acquire the title of the Jointly-owned Land on the sameprice and conditions to be quoted by TG China within 12 months after the date ofthe signing of these agreements; and (c) if the Purchaser considers that theaforesaid transaction in respect of the Jointly-owned Land could not beproceeded within 12 months after the date of the signing of these agreements;and

(iii) GPB (China) shall be entitled to terminate Disposal Agreements I and to forfeitthe deposit already paid if the Purchaser delays making full payment of therelevant portion of the Consideration and all taxes payable by the Purchaser bymore than 15 days under the terms of these agreements.

Pursuant to the terms of Disposal Agreements II:

(i) Upon payment of the relevant deposit by the Purchaser to Modern Battery, andwithin 12 months from the date of Disposal Agreements II, Modern Battery shallnot unilaterally terminate Disposal Agreements II, (other than due to default bythe Purchaser), or transfer Property II to any other party by reason of changes inmarket conditions, unless Modern Battery pays to the Purchaser a compensationequivalent to two times of the aggregate amount of the relevant portion of theConsideration and relevant relocation compensation;

(ii) the Purchaser shall have the right to terminate Disposal Agreements II by writtennotice to Modern Battery if (a) TG China shall fail to change the Jointly-ownedLand from a government allocation land to a transferrable land and own the titleof the Jointly-owned Land; (b) Modern Battery shall fail to procure the Purchaserto have the pre-emptive right to acquire the title of the Jointly-owned Land on thesame price and conditions to be quoted by TG China within 12 months after thedate of the signing of these agreements; and (c) if the Purchaser considers that


– 14 –

the aforesaid transaction in respect of the Jointly-owned Land could not beproceeded within 12 months after the date of the signing of these agreements;and

(iii) Modern Battery shall be entitled to terminate Disposal Agreements II and toforfeit the deposit already paid if the Purchaser delays making full payment of therelevant portion of the Consideration and all taxes payable by the Purchaser bymore than 15 days under the terms of these agreements.

The Disposal Agreements I or the Disposal Agreements II may be terminated bymutual agreement in writing between GPB (China) or Modern Battery (as the case may be)and the Purchaser if the registration of the transfer of the relevant Property cannot becompleted within 24 months from the date of signing of the relevant Disposal Agreementsdue to any applicable PRC governmental or regulatory policies. In the event of suchtermination of the relevant Disposal Agreements:

(i) GPB (China) or Modern Battery (as the case may be) shall refund the relevantportion of the Consideration in full (without interest) to the Purchaser within 30days from such date of termination of the relevant Disposal Agreements;

(ii) GPB (China) or Modern Battery (as the case may be) and the Purchaser shalljointly recover any taxes and other costs which have already been paid to therelevant governmental departments, and the Purchaser shall bear all costs andexpenses incurred during the transfer of the title of the relevant Property; and

(iii) neither GPB (China) or Modern Battery (as the case may be) nor the Purchasershall be liable for any compensation in respect of the other party.

Regardless of the reason attributable to the failure to register the transfer of Property Ior the Property II, if the relevant Disposal Agreements are not terminated by mutualagreement between GPB (China) or Modern Battery (as the case may be) and thePurchaser after the end of the 24-month period commencing on the date of signing of therelevant Disposal Agreements:

(i) the relevant Disposal Agreements would be deemed to be duly completed; and

(ii) the Purchaser shall release the relevant balance of the Consideration to GPB(China) or Modern Battery (as the case may be).

The Jointly-owned Land

The Jointly-owned Land is a plot of land located at 中國廣東省惠州市惠環鎮古塘坳工業區炮樓坑古塘坳路 (Gu Tang Ao Road, Pao Lou Keng, Gu Tang Ao Industrial District,Huihuan Town, Huizhou City, Guangdong Province, the PRC) (土地證號：惠府國用(1998)字第13021400019號) which is currently jointly-owned as to 85% by TG China and the


– 15 –

remaining 15% by 惠州市工業發展總公司 (Huizhou Industrial Development Corporation), anIndependent Third Party, and situated between Property I and Property II. Given itsstrategic location, the Purchaser also wishes to acquire the title of the Jointly-owned Landat the same time as the signing of the Disposal Agreements. However, the Jointly-ownedLand is a government allocation land which may not be transferred until it has beenconverted into a transferrable land. Therefore, the Purchaser imposes the conditions in theDisposal Agreements and obtains the pre-emptive right to acquire the title of theJointly-owned Land on the same price and conditions to be quoted by TG China within 12months after the date of the signing of the Disposal Agreements. The Group is currently inthe course of negotiation with the other shareholder of TG China about the abovearrangement. If there is no agreement to be reached on granting the pre-emptive right tothe Purchaser within 12 months after the date of signing of the Disposal Agreements, thePurchaser shall have the right to terminate both (i) Disposal Agreement I by written noticeto GPB (China) and (ii) Disposal Agreement II by written notice to Modern Battery, and therelevant deposit(s) already received shall be refunded (without interest) to the Purchaser.

Automatic Voiding of Agreement

If Property I or Property II, as the case may be, is expropriated, seized or demolishedby the PRC government prior to the registration of the transfer of the relevant Property, therelevant Disposal Agreements shall be voided automatically and GPB (China) or ModernBattery (as the case may be) shall refund that part of the Consideration which has alreadybeen paid (without interest) to the Purchaser. Any compensation received from the PRCgovernment shall belong to GPB (China) or Modern Battery (as the case may be). GPB(China) or Modern Battery (as the case may be) and the Purchaser shall jointly recover anytaxes and other costs which have already been paid to the relevant governmentaldepartments and GPB (China) or Modern Battery (as the case may be) shall forward anyrefunds received from the PRC government, in respect of expenses incurred during theprocess of registration of the transfer of the relevant Property, to the Purchaser.

Liquidated Damages

If the Purchaser fails to pay the relevant portion of the Consideration under any of theDisposal Agreements and other fees payable by it by the stipulated deadline for payment,the Purchaser shall pay liquidated damages to GPB (China) or Modern Battery (as thecase may be) at a rate of 0.04% of the relevant total overdue amount payable per day (the“Overdue Penalty”).

Guarantee of the Purchaser’s Payment Obligations

Pursuant to the terms of the Disposal Agreements, the Guarantor, as the Purchaser’sguarantor, guarantees to GPB (China) and Modern Battery the payment by the Purchaserof the relevant portion of the Consideration under the respective land use right andbuilding ownership agreement. The guarantee will remain in force from the effective date ofthe land use right and building ownership agreement to 180 days after the date on which


– 16 –

the Purchaser is required to make such payment to GPB (China) or Modern Battery (as thecase may be). In the event that the Purchaser fails to make payment of the relevant portionof the Consideration to GPB (China) or Modern Battery (as the case may be) or theOverdue Penalty, the Guarantor agrees to make such payment on behalf of the Purchaser.

FINANCIAL EFFECTS ON THE DISPOSAL AND INTENDED USE OF PROCEEDS

Based on the unaudited consolidated financial statements of GP Batteries and itssubsidiaries for the second quarter ended 30 September 2017, the aggregate net assetvalue of the Properties was approximately RMB17.5 million (or approximately HK$20.8million).

The aggregate consideration payable by the Purchaser to GPB (China) for Property Iis RMB80.5 million (or approximately HK$95.8 million). The excess of the aggregateconsideration over the net asset value of Property I of approximately RMB0.4 million (orapproximately HK$0.5 million) as at 30 September 2017 and estimated relocationexpenses of approximately RMB40.0 million (or approximately HK$47.6 million) isapproximately RMB40.1 million (or approximately HK$47.7 million).

There are no net profits attributable to Property I as it was used as a factory for GPBatteries’ manufacturing purposes. The Group is expected to record an unaudited profitbefore tax and after tax on disposal of Property I of approximately HK$47.7 million andHK$35.8 million before deduction of all necessary charges and non-controlling interests forthe year ending 31 March 2018 respectively. The total assets of the Group will be increasedby the estimated gain of HK$35.8 million and no effect on liabilities.

The aggregate consideration payable by the Purchaser to Modern Battery for PropertyII is RMB140.8 million (or approximately HK$167.6 million). The excess of the aggregateconsideration over the net asset value of Property II of approximately RMB17.1 million (orapproximately HK$20.3 million) as at 30 September 2017 and estimated relocationexpenses of approximately RMB60.0 million (or approximately HK$71.4 million) isapproximately RMB63.7 million (or approximately HK$75.9 million).

Property II is mainly used as a factory for GP Batteries’ manufacturing purposes,except a portion used as an investment property.


– 17 –

The annual rental income and the net profits attributable to Property II are set outbelow:

For theyear ended

31 March2016

For theyear ended

31 March2017

HK$ HK$

(a) Annual rental income 1,116,000 824,000(b) Net profits before tax 922,000 640,000(c) Net profits after tax 922,000 640,000

Other than the rental income, there are no net profits attributable to Property II. Theearnings per share of the Group for the year ended 31 March 2017 will decrease from 2.6HK cents to 2.5 HK cents as a result of the decrease in rental income on disposal ofProperty II. The Group is expected to record an unaudited profit before tax and after tax ondisposal of Property II of approximately HK$75.9 million and HK$56.8 million beforededuction of all necessary charges and non-controlling interests for the year ending 31March 2018 respectively. The total assets of the Group will be increased by the estimatedgain of HK$56.8 million and no effect on liabilities.

GP Batteries intends to use the net proceeds from the Disposal for investment in newmanufacturing facilities and payment of the costs and losses to be incurred in relocatingthe activities of GPB (China) and Modern Battery, as well as for general working capitalpurposes, including the repayment of bank loans.

REASONS AND BENEFITS FOR THE DISPOSAL

The Disposal is in line with the Group’s continued strategy for the operations of itsbattery division to be streamlined by consolidating its battery manufacturing facilities,pursuant to which some of the same type but smaller and fragmented batterymanufacturing facilities will be centralised and relocated to a new and larger facility which,with the upgraded facilities and sharing of administrative services, would harnesssynergies that are otherwise lacking in fragmented operations and improve the efficiencyand effectiveness of the Group’s operations.

Accordingly, the Directors believe that the terms of the Disposal Agreements and theDisposal are fair and reasonable and in the interests of the Company and the Shareholdersas a whole.

INFORMATION ON THE COMPANY, GP BATTERIES, GPB (CHINA) AND MODERNBATTERY

The Company is an investment holding company. The activities of its principalsubsidiaries and associated companies are investment holding and manufacturing,marketing and trading of batteries, electronics and acoustics products, wire harness andcables.


– 18 –

As at the Latest Practicable Date, GP Batteries is a wholly-owned subsidiary of GP

Industries which is in turn an approximately 85.5%-owned subsidiary of the Company. GP

Industries is a company listed on the Singapore Exchange Securities Trading Limited and

GP Batteries is engaged in the development, manufacture and marketing of batteries and

battery-related products.

GPB (China) and Modern Battery are principally engaged in the manufacturing of

batteries.

INFORMATION ON THE PURCHASER AND THE GUARANTOR

As advised by the Purchaser, the Purchaser is a property development company

established in the PRC. To the best of the Directors’ knowledge, information and belief

having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are

Independent Third Parties.

As advised by the Guarantor, the Guarantor is a trading company established in the

PRC. To the best of the Directors’ knowledge, information and belief having made all

reasonable enquiries, the Guarantor and its ultimate beneficial owners are Independent

Third Parties.

VALUATION OF THE PROPERTIES

The Company has engaged RHL Appraisal Limited to value the Properties. Details of

the valuation is set out in Appendix I to this circular.

IMPLICATION UNDER THE LISTING RULES

The Disposal constitutes a major transaction on the part of the Company under

Chapter 14 of the Listing Rules. A general meeting of the Company will be convened and

held to seek approval from the Shareholders.

To the extent of the Board is aware, no Shareholder is required to abstain from voting

on the resolutions to be proposed at the General Meeting to approve the Disposal and the

transactions contemplated thereunder.

GENERAL MEETING

A notice convening the General Meeting to be held at Tang Room, 3/F, Sheraton Hong

Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong at 10:30 a.m. on Wednesday,

14 February 2018 at which ordinary resolutions will be proposed to consider and, if thought

fit, to approve the Disposal Agreements and the transactions contemplated thereunder is

set out on pages 41 to 43 of this circular.


– 19 –

A form of proxy for use at the General Meeting is accompanied with this circular.

Whether or not you are able to attend the General Meeting, please complete and return the

enclosed form of proxy in accordance with the instructions printed thereon and return it to

the registered office of the Company at 9/F, Building 12W, 12 Science Park West Avenue,

Hong Kong Science Park, New Territories, Hong Kong as soon as possible and in any

event, not less than 48 hours before the time appointed for the holding of the General

Meeting or any adjournment thereof. Completion and return of the form of proxy will not

preclude you from attending and voting in person at the General Meeting or any adjourned

meeting should you so wish.

The vote of the Shareholders at the General Meeting will be taken by poll in

accordance with Rule 13.39(4) of the Listing Rules and the Company will announce the

results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors consider that the terms of the Disposal are fair and reasonable and in

the interests of the Company and the Shareholders as a whole. The Directors recommend

that the Shareholders to vote in favour of the resolutions, approving the Disposal

Agreements and the transactions contemplated thereunder.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to

this circular and the notice of the General Meeting.

Yours faithfully,For and on behalf of

Gold Peak Industries (Holdings) LimitedVictor LO Chung Wing

Chairman & Chief Executive


– 20 –

The following is the text of a valuation report, prepared for the purpose ofincorporation in this circular received from RHL Appraisal Limited, an independent valuer,in connection with its valuation as at 30 November 2017 of the Properties to be disposedby the subsidiaries of Gold Peak Industries (Holdings) Limited.

RHLInternational

永利行評值顧問有限公司RHL Appraisal LimitedCorporate Valuation & Advisory

T +852 3408 3188F +852 2736 9284

Room 1010, 10/F, Star HouseTsimshatsui, Hong Kong

30 January 2018

The Board of DirectorsGold Peak Industries (Holdings) Limited9/F, Building 12W, 16 Science Park West Avenue,Hong Kong Science Park,N.T., Hong Kong

Dear Sir/Madam,

INSTRUCTIONS

We refer to your instruction for us to value the property interest (the “Properties”) tobe disposed by the subsidiaries of Gold Peak Industries (Holdings) Limited (the“Company”) located in the People’s Republic of China (“PRC”). We confirm that we havecarried out property inspection, made relevant enquiries and obtained such furtherinformation as we consider necessary for the purpose of providing you with our opinion ofthe market value of the Properties as at 30 November 2017 (the “Valuation Date”).

This letter which forms part of our valuation report explains the basis andmethodologies of valuation, clarifying assumptions, valuation considerations, titleinvestigations and limiting conditions of this valuation.

BASIS OF VALUATION

The valuation is our opinion of the market value (“Market Value”) which we woulddefine as intended to mean the estimated amount for which an asset or liability shouldexchange on the valuation date between a willing buyer and a willing seller in anarm’s-length transaction after proper marketing wherein the parties had each actedknowledgeably prudently and without compulsion.

APPENDIX I — PROPERTY VALUATION REPORT

– 21 –

Market Value is understood as the value of an asset or liability estimated withoutregard to costs of sale or purchase and without offset for any associated taxes or potentialtaxes.

The market value is the best price reasonably obtainable in the market by the sellerand the most advantageous price reasonably obtainable in the market by the buyer. Thisestimate specifically excludes an estimated price inflated or deflated by special terms orcircumstances such as atypical financing, sale and leaseback arrangements, jointventures, management agreements, special considerations or concessions granted byanyone associated with the sale, or any element of special value.

VALUATION METHODOLOGY

We have valued the property interest by using the Direct Comparison Approach bymaking reference to the comparable market transactions/asking cases as available.Comparable properties of similar size, scale, nature, character and location are analysedand carefully weighed against all the respective advantages and disadvantages of eachproperty in order to arrive at a fair comparison of market value.

The Properties are built as two typical industrial complexes located in awell-developed traditional industrial district. Many similar industrial complexes are locatedwithin this area and adequate market comparable can be obtained which is considered tobe the best indicator for assessing market value. Therefore, Direct Comparison Approach isadopted.

VALUATION CONSIDERATIONS

In valuing the property interest, we have complied with all the requirements containedin Chapter 5 and Practice Note 12 to the Rules Governing the Listing of Securities issuedby The Stock Exchange of Hong Kong Limited and the International Valuation Standards2017.

VALUATION ASSUMPTION

In our valuation, unless otherwise stated, we have assumed that:

i. all necessary statutory approvals for the Properties or the subject buildings ofwhich the Properties form part of their use have been obtained;

ii. transferable land use rights in respect of the Properties for specific terms atnominal annual land use fees have been granted and that any premium payablehas already been fully paid;

iii. no deleterious or hazardous materials or techniques have been used in theconstruction of the Properties; and

iv. the Properties are connected to main services and sewers which are available onnormal terms.


– 22 –

TITLE INVESTIGATION

We have been shown copies of various documents relating to the Properties.However, we have not examined the original documents to verify the existing titles to theProperties or any amendment which does not appear on the copies handed to us. We haverelied considerably on the information given by the Company’s PRC legal advisers,Guangdong Lianrui Law Firm, concerning the validity of the titles to the Properties.

LIMITING CONDITIONS

We have conducted on-site inspections to the Properties on 31 July 2017 by our staffMr. Kevin Mok (BSc in Civil Engineering), who has rich and solid experience in performinginspection and valuation in the PRC market for over 10 years. As confirmed by the clientand by our research that there have been no material changes to the physical attributes ofthe Properties, or the condition of its locality, since our last inspection on 31 July 2017.

We have not carried out detailed on-site measurement to verify the correctness of theareas in respect of the Properties but have assumed that the areas shown on thedocuments handed to us are correct. All dimensions, measurements and areas areapproximate.

We have not carried out any site investigation to determine the suitability of theground conditions or the services for any property development erected or to be erectedthereon. Nor did we undertake archaeological, ecological or environmental surveys for theProperties. Our valuation is prepared on the assumptions that these aspects aresatisfactory and that no extraordinary expenses or delays will be incurred during any futureconstruction period. Should it be discovered that contamination, subsidence or other latentdefects exists in the Properties or on adjoining or neighboring land or that the Propertieshad been or are being put to contaminated use, we reserve right to revise our opinion ofvalue.

We have relied very considerable extent on the information provided by the Group andhave accepted advices given to us on such matters, in particular, but not limited to tenure,planning approvals, statutory notices, easements, particulars of occupancy, size and floorareas and all other relevant matters in the identification of the Properties. The plansincluding but not limited to location plan, site plan, lot index plan, outline zoning plan,building plan if any, in the report are included to assist the reader to identify the Propertiesfor reference only and we assume no responsibility for their accuracy.

We have had no reason to doubt the truth and accuracy of the information provided tous by the Group. We have also been advised by the Group that no material fact has beenomitted from the information supplied. We consider that we have been provided withsufficient information to reach an informed view, and we have no reason to suspect thatany material information has been withheld.


– 23 –

We do not accept a liability for any interpretation which we have placed on suchinformation which is more properly the sphere of the legal advisers of the Group. Neitherhave we verified the correctness of any information supplied to us concerning theProperties.

REMARKS

We have valued the property interest in Renminbi (“RMB”).

We enclose herewith the summary of values and the “Property Particulars andOpinion of Value”.

Serena S. W. LauFHKIS, AAPI, MRICS, RPS(GP), MBA(HKU)

Managing Director

Jessie X. ChenMRICS, MSc (Real Estate), BEcon

Associate Director

Ms. Serena S. W. Lau is a Registered Professional Surveyor (GP) with over 20 years’ experience in

valuation of properties in HKSAR, Macau SAR, mainland China and the Asia Pacific Region. Ms. Lau is a

Professional Member of The Royal Institution of Chartered Surveyors, an Associate of Australian Property

Institute, a Fellow of The Hong Kong Institute of Surveyors as well as a registered real estate appraiser in the

PRC.

Ms. Jessie X. Chen is a Registered Professional Surveyor (Valuation) with over 7 years’ experience in

valuation of properties in HKSAR, Macau SAR, mainland China and the Asia Pacific Region. Ms. Chen is a

Professional Member of The Royal Institution of Chartered Surveyors.


– 24 –

SUMMARY OF VALUES

Market Valueas at

30 November2017RMB

1. Property IAn Industrial Complex held by GP Batteries Chinalocated atGu Tang Ao Road,Gu Tang Ao Industrial District,Huihuan Town,Huizhou City,Guangdong Province,the PRC

39,700,000

2. Property IIAn Industrial Complex held by Huizhou Modern Batterylocated atGu Tang Ao Road,Pao Lou Keng,Gu Tang Ao Industrial District,Huihuan Town,Huizhou City,Guangdong Province,the PRC

38,200,000

Total: 77,900,000


– 25 –

PROPERTY PARTICULARS AND OPINION OF VALUE

No. Property Description and tenureParticulars ofoccupancy

Market Valueas at

30 November2017RMB

1. An IndustrialComplex held byGP BatteriesChina located atGu Tang Ao Road,Gu Tang AoIndustrial District,Huihuan Town,Huizhou City,GuangdongProvince,the PRC(“Property I”)

Property I comprises 3 parcels of landwith a total site area of approximately17,503.40 sq.m. (188,407 sq.ft.) onwhich a 2-storey, two 3-storey industrialbuildings and a staff quarter and acanteen completed from about 1997 to2004 are erected thereon.

The total gross floor area of Property Iis approximately 17,785.57 sq.m.(191,442 sq.ft.).

The land use rights of Property I weregranted for terms expiring from 10November 2047 to 16 May 2053 forindustrial use.

As advised, Property Iis owner occupied forfactories use as at theValuation Date.

39,700,000(RENMINBI

THIRTY NINEMILLION

AND SEVENHUNDRED

THOUSANDONLY)

Notes:

1. Pursuant to three Stated-owned Land Use Right Certificates, the land use rights of Property I with a sitearea of approximately 17,503.40 sq.m. were granted to 金山電化工業(惠州)有限公司(“GPB (China)”).Details are as follows:

Stated-owned Land Use RightCertificate Issuance Date Land Use

Land UseRight Term

ApproximateSite Area

(sq.m.)

惠府國用(97)字第13020600121號 22-Dec-1997 Industrial 10-Nov-2047 13,034.00惠府國用(2003)字第13021400230號 03-Jun-2003 Industrial 16-May-2053 2,461.40惠府國用(98)字第13021400036號 17-Aug-1998 Industrial 13-Mar-2048 2,008.00

Total: 17,503.40

2. Pursuant to four Building Ownership Certificates, the building ownerships of portion of Property I with atotal gross floor area of approximately 17,325.57 sq.m. are vested in GPB (China).

Pursuant to the Building Ownership Certificate – 粵房字第3730739號, the building ownerships of theremaining portion of Property I with a total gross floor area of approximately 460.00 sq.m. (known as the“Staff Canteen”) are vested in 惠州市工業發展總公司. Pursuant to a sales & purchase agreement enteredinto between 惠州市工業發展總公司 and GPB (China) dated 9 January 1997, the Staff Canteen togetherwith a factory was transferred to GPB (China). However, the Group has not yet obtained the buildingownership certificate of the Staff Canteen. As advised by the Group’s PRC legal adviser, Guangdong


– 26 –

Lianrui Law Firm, the Staff Canteen is legally held by GPB (China) and can be transferred after obtainingthe relevant title certificate. Therefore, we have taken into consideration the value of the Staff Canteen inour valuation.

Details of such certificates and agreement are as follows:

Building OwnershipCertificates Issuance Date

RegisteredOwner Usage

Approx.Gross Floor

Area(sq.m.)

粵房地證字第0920642號 13 June 1997 GPB (China) Factory 6,159.11粵房地證字第1308623號 28 July 1998 GPB (China) Factory 4,990.35粵房地證字第C2452947號 8 June 2004 GPB (China) Factory 1,691.70粵房地證字第1694019號 18 January 1998 GPB (China) Staff Quarter 4,484.41粵房字第3730739號 & Sales

& Purchase Agreement10 May 19939 January 1997

惠州市工業發展總公司 Staff Canteen 460.00

Total: 17,785.57

3. Property I is situated at south of Gu Tang Ao Industrial District in Huihuan Town, west of the nationalhighway No. G205 (205國道，山深線). The subject locality comprises mainly industrial complexes, ruralvillages and various newly developed residential developments.

4. We have been provided with a legal opinion by the Group’s PRC legal adviser, Guangdong Lianrui LawFirm (廣東聯睿律師事務所), regarding the legal title of Property I, which contains, inter alia, the followings:

(i) Property I is legally held by GPB (China);

(ii) GPB (China) is entitled to transfer, lease, mortgage or dispose of Property I freely in the market;

(iii) Property I is free from any mortgage or third parties’ encumbrance; and

(iv) the locality of Property I has been re-zoned for composite use (mainly residential supplemented withcommercial).


– 27 –

PROPERTY PARTICULARS AND OPINION OF VALUE

No. Property Description and tenureParticulars ofoccupancy

Market Value asat 30 November

2017RMB

2. An IndustrialComplex held byHuizhou ModernBattery located atGu Tang Ao Road,Pao Lou Keng,Gu Tang AoIndustrial District,Huihuan Town,Huizhou City,GuangdongProvince,the PRC(“Property II”)

Property II comprises 3 parcels ofindustrial land with a total site area ofapproximately 29,953.00 sq.m.(322,144 sq.ft.) on which twotwo-storey, two three-storey industrialbuildings and a three-storey staffquarter completed from about 1998 to2002 are erected thereon.

The total gross floor area of Property IIis approximately 11,399.99 sq.m.(122,708 sq.ft.).

The land use rights of Property II weregranted for various terms expiring from6 March 2047 to 14 November 2051 forindustrial use.

As advised, as at theValuation Date, portionof Property II with agross floor area ofapproximately 4,720.00sq.m. is tenanted, whilethe remaining portion isowner-occupied forfactories use. (Pleaserefer to note 3 belowfor details)

38,200,000(RENMINBI

THIRTY EIGHTMILLION

AND TWOHUNDRED

THOUSANDONLY)

Notes:

1. Pursuant to three Stated-owned Land Use Right Certificates, the land use rights of Property II with a totalsite area of approximately 29,953.00 sq.m. were granted to 惠州時代電池有限公司 (“Modern Battery”).Details are as follows:

Stated-owned Land UseRight Certificate Issuance Date Land Use

Land UseRight Term

ApproximateSite Area

(sq.m.)

惠府國用(2004)第13021400556號 24 June 2004 Industrial 14-Nov-2051 10,200.60惠府國用(99)第13021400010號 18 January 1999 Industrial 06-Mar-2047 13,590.00惠府國用(2009)第13021400002號 21 January 2009 Industrial 23-Nov-2048 6,162.40

Total: 29,953.00


– 28 –

2. Pursuant to five Building Ownership Certificates, the building ownerships of Property II with a total grossfloor area of approximately 11,399.99 sq.m. are vested in Modern Battery. Details are as follows:

Building Ownership Certificates Issuance Date UsageApprox. Gross

Floor Area(sq.m.)

粵房地證字第C3079952號 06 September 2004 Factory 3,359.71粵房地證字第1772353號 23 March 1999 Factory 4,146.36粵房地證字第C2115444號 17 December 2003 Factory 2,280.60粵房地證字第2184006號 10 January 2000 Factory 1,252.87粵房地證字第C3112207號 06 September 2004 Staff Quarter 360.45

Total: 11,399.99

3. Pursuant to a tenancy agreement entered into between Modern Battery (the “Lessor”) and TG China (the“Lessee”), portion of Property II with a gross floor area of approximately 4,720.00 sq.m. is leased to theLessee for a term commencing on 16 July 2014 expiring on 15 July 2024 at a monthly rental for the firstfive years of RMB76,112 exclusive of management fee and service charges, and a rental for the last fiveyears to be determined by the end of the fifth year. On 30 March 2016, the Lessor and the Lessee enteredinto a supplementary tenancy agreement pursuant to which the monthly rental had been reduced toRMB59,330 with effect from 1 April 2016.

4. Property II is situated at south of Gu Tang Ao Industrial District in Huihuan Town, west of the nationalhighway No.G205 (205國道，山深線). The subject locality comprises mainly industrial complexes, ruralvillages and various newly developed residential developments.

5. We have been provided with a legal opinion by the Group’s PRC legal adviser, Guangdong Lianrui LawFirm (廣東聯睿律師事務所), regarding the legal title of Property II, which contains, inter alia, the followings:

(i) Property II is legally held by Modern Battery;

(ii) Modern Battery is entitled to transfer, lease, mortgage or dispose of Property II freely in the market;

(iii) Property II is free from any mortgage or third parties’ encumbrance; and

(iv) the locality of Property II has been re-zoned for composite use (mainly residential supplementedwith commercial).


– 29 –

1. FINANCIAL INFORMATION

The financial information of the Group for each of the year ended 31 March 2015, 2016and 2017 and the six months ended 30 September 2017 are disclosed in the followingdocuments which have been published on the website of the Stock Exchange and theCompany’s website:

• Interim report of the Company for the six months ended 30 September 2017published on 14 December 2017 (pages 5 to 18)

http://www.hkexnews.hk/listedco/listconews/SEHK/2017/1214/LTN20171214314.pdfhttp://www.goldpeak.com/pdf_eng/interim/20171214%20interim%20report_E.pdf

• Annual report of the Company for the year ended 31 March 2017 published on27 July 2017 (pages 48 to 136)

http://www.hkexnews.hk/listedco/listconews/SEHK/2017/0727/LTN20170727415.pdfhttp://www.goldpeak.com.hk/pdf_eng/annual/GPIH%20AR17.pdf


http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0728/LTN20160728560.pdfhttp://www.goldpeak.com/pdf_eng/annual/2016%20GPIH_EW00040.pdf


http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0729/LTN20150729430.pdfhttp://www.goldpeak.com.hk/pdf_eng/annual/20150729_GPIH%20annual%20report_E.pdf

2. INDEBTEDNESS

At the close of business on 31 December 2017, being the latest practicable date forthe purpose of this indebtedness statement prior to the printing of this circular, the Grouphad outstanding borrowings of approximately HK$3,135.1 million which are not guaranteedby the Company. These borrowings comprised obligations under finance leases at fixedinterest rates secured by the Group of approximately HK$1.2 million and unsecured bankborrowings at fixed interest rate of approximately HK$75.9 million and floating interestrates of approximately HK$3,058.0 million.

As at 31 December 2017, the Group had contingent liabilities in aggregate ofapproximately HK$24.1 million in respect of (i) letter of guarantee issued by a bank infavour of a customer of the Group for due performance of the Group under the Group’scontract with the said customer; and (ii) guarantee given to a bank in respect of

APPENDIX II — FINANCIAL INFORMATION OF THE GROUP

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banking facilities extended to an associated company. Foreign currency amounts havebeen translated into Hong Kong dollars at the rates of exchange at the close of business on31 December 2017.

Save as aforesaid, there are no charges on any assets of the Group.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-groupliabilities, none of the companies in the Group had any debt securities, borrowings orindebtedness in the nature of borrowing including bank overdrafts and liabilities underacceptances (other than normal trade bills) or acceptance credits or other similarindebtedness, debentures, mortgages, charges, hire purchase commitments, guaranteesor other contingent liabilities at the close of business on 31 December 2017.

3. WORKING CAPITAL

The Directors are of the opinion that, taking into account the Group’s available creditfacilities, cash on hand and the proceeds from the Disposal, the Group will, in the absenceof unforeseeable circumstances, have sufficient working capital for its presentrequirements for at least 12 months from the date of this circular.

4. FINANCIAL AND TRADING PROSPECTS

During the year ended 31 March 2017, KEF, a renowned loudspeaker brand owned byGP Industries and its subsidiaries (“GP Industries Group”), collaborated with PorscheDesign, a world-renowned premium brand, to launch the headphones and Bluetoothspeaker series which received encouraging response from the market. The partnership hasenabled KEF to open up new market segments which will be a new channel for businessdevelopment. KEF will continue to focus on growing the new media product category forthe fast growing market while maintaining its leading position in the premium loudspeakermarket.

Celestion, a premium professional speaker driver brand owned by GP IndustriesGroup, will continue with its strategy to expand its business in professional speaker driversfor the installed music system market while strengthening its leadership in the premiumguitar speaker driver and portable public address speaker driver market.

The automotive wire harness business has successfully penetrated deeper into theChina domestic market, striving a more balanced sales ratio between the China andoverseas markets. It will continue to diversify its product applications to tap new businessopportunities. Looking forward, the business segment will keep on expanding from thetier-2 automotive component supplier business to the tier-1 market for direct supply toautomotive manufacturers. To cope with the steady growth, the Group has a plan to build anew factory to cater for the additional production capacity needed for future development.


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Global demands for primary batteries and Nickel Metal Hydride rechargeable batterieswere slow-growing. The unsold capacity within the industry drove keen competition onprice. The increase in commodity price will also impact on GP Batteries’ manufacturingcosts. An increase in sales of portable PowerBank was recorded following the growingpopularity of mobile gadgets. However, rapid price erosion in this market segment remainsa challenge.

To mitigate the rising labour costs in China, GP Batteries has been activelydiversifying its manufacturing bases to the nearby regions. At the same time, it has alsoconsolidated the smaller plants with the larger ones for economies of scale. The Groupbelieves the strategy of enhancing productivity and streamlining operations will effectivelycontrol production costs and improve turnover in the near future.

Consumer demand for the Group’s products is expected to gradually strengthen in theUS and demand in China is expected to remain stable. Consumer demand in Europe isexpected to gradually regain some growth from the current lower level. However,appreciation of Renminbi and increases in the prices of certain metals and components areexpected to affect the profit margin for some of the Group’s businesses.

GP Batteries’ new production capacity in Malaysia is contributing to its businessgrowth.

The Group will continue to enhance the competitiveness of its businesses by investingin technology, new product development, further automating the Group’s factories and tocontinue building the Group’s brands and distribution networks in key markets.

On 10 August 2017, GP Industries announced that, subject to and contingent upon thefulfilment of certain pre-condition (the “Pre-Condition”), GP Industries intended to make avoluntary conditional cash offer (the “Offer”) for all the issued ordinary shares of GPBatteries (“GP Batteries Shares”), other than the GP Batteries Shares already owned oragreed to be acquired by GP Industries as at the date of the Offer. On 22 September 2017,the Pre-Condition to the Offer was fulfilled and GP Industries’ firm intention to make theOffer was announced. The formal offer document dated 6 October 2017 containing theterms and conditions of the Offer (the “Offer Document”) was despatched to theshareholders of GP Batteries on the same date. The Offer was conditional upon the 90 percent. Acceptance Condition (as defined in the Offer Document) being satisfied.

On 31 October 2017, the 90 per cent. Acceptance Condition was satisfied and theOffer was declared unconditional in all respects on the same date. On 6 November 2017, itwas further announced that GP Industries was entitled to, and would in due course,exercise its right of compulsory acquisition under Section 215(1) of the Companies Act,Chapter 50 of Singapore to compulsorily acquire all the GP Batteries Shares held by GPBatteries shareholders who had not accepted the Offer.


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On 22 December 2017, the Company announced that with the completion of GPIndustries’ compulsory acquisition of all the GP Batteries Shares held by the GP Batteriesshareholders who have not accepted the Offer and GP Batteries has been delisted from theOfficial List of The Singapore Exchange Securities Trading Limited with effect from9:00 a.m. on 27 December 2017.

To the best of the Directors’ knowledge, information and belief having madereasonable enquires, there is no special trade factors or risks which are not mentionedelsewhere in this circular and which are unlikely to be known or anticipated by the generalpublish, and which could materially and adversely affect the profits of the Group for theyear ending 31 March 2018.


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1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept fullresponsibility, includes particulars given in compliance with the Listing Rules for thepurpose of giving information with regard to the Company. The Directors, having made allreasonable enquiries, confirm that to the best of their knowledge and belief the informationcontained in this circular is accurate and complete in all material respects and notmisleading or deceptive, and there are no other matters the omission of which would makeany statement herein or this circular misleading.

2. DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS IN SECURITIES OF THECOMPANY AND ITS ASSOCIATED CORPORATIONS

As at the Latest Practicable Date, the interests and short positions of the directors andthe chief executive of the Company in the shares, underlying shares and debentures of theCompany and any of its associated corporations (within the meaning of Part XV of theSFO) which were required to be notified to the Company and the Stock Exchange pursuantto Divisions 7 and 8 of Part XV of the SFO (including interests and short positions whichthey were taken or deemed to have under such provisions of the SFO) or which wererequired, pursuant to section 352 of the SFO, to be entered in the register referred totherein, or which were required, pursuant to Appendix 10 “Model Code for SecuritiesTransactions by Directors of Listed Issuers” (“Model Code”) contained in the Listing Rulesto be notified to the Company and the Stock Exchange were as follows:

(a) Interests in shares of the Company (long positions)

As at the Latest Practicable Date, the interests of the directors and the chiefexecutive in the ordinary shares of the Company were as follows:

Name of director

Number ofordinary

shares heldPersonalinterests

Percentage ofissued share

capital ofthe Company

%

Victor LO Chung Wing 169,985,888 21.66LEUNG Pak Chuen 4,575,114 0.58Richard KU Yuk Hing 2,629,684 0.34Andrew CHUANG Siu Leung 677,855 0.09Brian LI Yiu Cheung 300,000 0.04LUI Ming Wah – –Frank CHAN Chi Chung – –CHAN Kei Biu – –Karen NG Ka Fai 40,646,524 5.18

APPENDIX III — GENERAL INFORMATION

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(b) Interests in shares of the Company’s associated corporations (longpositions)

As at the Latest Practicable Date, the direct beneficial interests of the directorsand the chief executive in the shares of Gold Peak Industries (Taiwan) Limited(“GPIT”), a 79.6%-owned subsidiary of GP Industries Limited (“GP Ind”), and GP Ind,an 85.47%-owned subsidiary of the Company, were as follows:

Number of ordinary shares andpercentage of their issued share capital held

Name of director GPIT GP IndNumber % Number %

Victor LO Chung Wing – – 300,000 0.06LEUNG Pak Chuen – – 1,608,000 0.33Richard KU Yuk Hing 200,000 0.10 340,000 0.07Andrew CHUANG Siu Leung – – 155,000 0.03Brian LI Yiu Cheung – – 1,465,000 0.30LUI Ming Wah – – – –Frank CHAN Chi Chung – – – –CHAN Kei Biu – – – –Karen NG Ka Fai – – – –

Save as disclosed above, as at the Latest Practicable Date, none of the directors,

the chief executive or their associates had any interest in the securities of the

Company or any of its associated corporations as defined in SFO.

As at the Latest Practicable Date, none of the directors, chief executive, their spouses

or children under the age of 18 had any right to subscribe for the securities of the

Company, or had exercised any such right.

Save as disclosed above, as at the Latest Practicable Date, none of the directors or

chief executive of the Company had any interest or short position in the shares, underlying

shares or debentures of the Company or any of its associated corporations (within the

meaning of Part XV of the SFO) which were required to be notified to the Company and the

Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests

and short positions which they were taken or deemed to have under such provisions of the

SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the

register referred to therein, or which were required, pursuant to the Model Code, to be

notified to the Company and the Stock Exchange.


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Save as disclosed above, as at the Latest Practicable Date, neither the Company norany of its subsidiaries was a party to any arrangement to enable the directors or the chiefexecutive of the Company or their respective associates to acquire benefits by means ofacquisition of shares in, or debentures of, the Company or any other body corporate.

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, the following persons (not being a director or chiefexecutive of the Company) had an interest or short position in the shares or underlyingshares of the Company which would fall to be disclosed to the Company under theprovisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly,interested in 5% or more of any class of share capital carrying rights to vote in allcircumstances at general meetings of the Company:

Name of shareholder Capacity

Number ofordinary

shares held

Percentageof issued

share capitalof

the Company

TO May Mee Beneficial owner 81,888,764(Note 1)

10.44%

Jessica NG Sheen Fai Beneficial owner 40,646,524(Note 1)

5.18%

Ring Lotus InvestmentLimited (“Ring Lotus”)

Interests ofcontrolledcorporation

60,288,143(Note 2)

7.68%

HSBC International TrusteeLimited (“HSBC Trustee”)

Trustee 60,288,143(Note 2)

7.68%

Notes:

1. Madam TO May Mee and Ms. Jessica NG Sheen Fai are the mother and sister, respectively, of Ms.Karen NG Ka Fai, a non-executive director of the Company.

2. According to the two corporate substantial shareholder notices filed by Ring Lotus and HSBCTrustee respectively, HSBC Trustee was deemed to be interested in 60,288,143 shares in itscapacity as the trustee of these shares, which were in turn owned by Ring Lotus, a companywholly-owned by HSBC Trustee, as interests of controlled corporation.

Save as disclosed above, as at the Latest Practicable Date, the directors and the chiefexecutive of the Company are not aware of any person (other than a director or chiefexecutive of the Company) who had any interest or short position in the shares orunderlying shares of the Company which would fall to be disclosed to the Company underthe provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly,


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interested in 5% or more of any class of the issued share capital carrying rights to vote inall circumstances at general meetings of the Company.

4. DIRECTORS’ INTERESTS IN CONTRACTS AND ASSETS

No contract or arrangement in which any of the Directors is materially interested andwhich is significant in relation to the business of the Group subsisted as at the LatestPracticable Date.

As at the Latest Practicable Date, none of the Directors (or proposed Directors) hadany direct or indirect interests in any assets which had been, since 31 March 2017 (beingthe date to which the latest published audited accounts of the Group were made up),acquired or disposed of by or leased to any member of the Group, or are proposed to beacquired or disposed of by or leased to any member of the Group.

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or chief executive of theCompany or their respective close associates had any interest in a business whichcompetes or may compete, either directly or indirectly, with the business of the Group.

6. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors has existing or proposedservice contract with the Company or any member of the Group (excluding contractsexpiring or determinable by the Group within one year without payment of compensation(other than statutory compensation)).

7. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course ofbusiness) have been entered into by the Group within the two years immediately precedingthe date of this circular and are or may be material:

(a) a sale and purchase agreement dated 28 December 2016 entered betweenDongguan Chao Ba Batteries Co., Ltd. (“Dongguan Chao Ba”), a wholly-ownedsubsidiary of GP Batteries, Dongguan Zhong Dun Industrial Co., Ltd andGuangdong Dongguan Machinery Import and Export Co. Ltd. in relation to thedisposal of Dongguan Chao Ba’s property at a cash consideration of RMB105million (approximately HK$117.1 million);

(b) On 17 May 2017, Ningbo GP Pairdeer Batteries Co., Ltd (“Ningbo GP”), anindirect 70%-owned subsidiary of GP Batteries has been awarded the tender forthe land located at No. 6, East Mingfeng Road, Jiangbei Gaoxin Park, Jiangbeidistrict in Ningbo, Zhejiang Province, the PRC from Ningbo (Jiangbei) Hi-Tech


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Industrial Park. The consideration payable for the acquisition is RMB122.6 million(approximately HK$138.5 million);

(c) a supplemental agreement dated 27 June 2017 entered between Dongguan ChaoBa, a wholly-owned subsidiary of GP Batteries and Dongguan Zhong DunIndustrial Co., Ltd. in relation to the amendment of certain terms of the sale andpurchase agreement dated 28 December 2016;

(d) a sale and purchase agreement dated 29 December 2017 enter entered betweenGold Peak Industries (Taiwan) Limited (“GPIT”), a 79.6%-owned subsidiary of GPBatteries, and Hong Yu Management Consultancy Company Limited in relation tothe disposal of GPIT’s property at a cash consideration of NT$260 million (orapproximately HK$67.7 million);

(e) the Disposal Agreements; and

(f) the construction agreement dated 5 January 2018 entered into between NingboGP, an indirect 76%-owned subsidiary of GP Batteries and Ningbo ConstructionGroup Co., Ltd in relation to the construction of the factory premises at the Ninbo(jianbei) Hi-Tec Industrial Park at the cash consideration of RMB70 million (orapproximately HK$84 million).

8. EXPERT’S CONSENT AND QUALIFICATION

The following is the name and qualification of the expert who has given opinions oradvices which are contained in this circular:

Name Qualification

RHL Appraisal Limited (“RHL”) Professional property valuer

RHL has given and has not withdrawn its written consent to the issue of this circular

with the inclusion of its letters and reports and references to its name in the form and

context in which they respectively appear.

As at the Latest Practicable Date, RHL did not have any shareholding in any member

of the Group nor did it have any right or option (whether legally enforceable or not) to

subscribe for or nominate persons to subscribe for or to nominate persons to subscribe for

securities in any member of the Group, nor did it have any direct or indirect interests in any

assets which had been, since 31 March 2017 (being the date to which the latest published

audited accounts of the Group were made up), acquired or disposed of by, or leased to any

member of the Group, or are proposed to be acquired or disposed of by or leased to any

member of the Group.


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9. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any materialadverse change in the financial or trading position of the Group since 31 March 2017, beingthe date to which the latest published audited financial statements of the Group were madeup.

10. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries wasengaged in any litigation or arbitration of material importance and no litigation nor claim ofmaterial importance is pending or threatened against the Company or any of itssubsidiaries.

11. GENERAL

(a) The secretary of the Company is Mr. WONG Man Kit who is a fellow member ofboth the Hong Kong Institute of Certified Public Accountants and the Hong KongInstitute of Chartered Secretaries.

(b) The registered office of the Company is at 9/F, Building 12W, 12 Science ParkWest Avenue, Hong Kong Science Park, New Territories, Hong Kong.

(c) The share registrar and transfer office of the Company is Tricor Abacus Limited,at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

(d) The English text of this circular shall prevail over the Chinese text in case of anyinconsistency.

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal businesshours at the registered office of the Company from the date of this circular up to andincluding 14 February 2018:

(a) the articles of association of the Company;

(b) the contracts referred to in the paragraph headed “Material Contracts” in thisappendix;

(c) the annual reports of the Company for the financial years ended 31 March 2015,2016 and 2017;

(d) the interim report of the Company for the six months ended 30 September 2017;

(e) the property valuation report prepared by RHL Appraisal Limited, the text ofwhich is set out in Appendix I to this circular;


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(f) the consent letter from RHL Appraisal Limited referred to in the paragraphheaded “Expert’s Consent and Qualification” in this appendix;

(g) a circular of the Company dated 5 September 2017 in relation to the possibleacquisition of shares in GP Batteries by GP Industries; and

(h) this circular.


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(Stock Code: 40)


NOTICE IS HEREBY GIVEN THAT a general meeting (the “General Meeting”) of GoldPeak Industries (Holdings) Limited (the “Company”) will be held at Tang Room, 3/F,Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong at 10:30 a.m.on Wednesday, 14 February 2018 for the purpose of considering and, if thought fit, passingwith or without amendments the following resolutions as ordinary resolutions of theCompany:

ORDINARY RESOLUTIONS

1. “THAT:

(a) the terms and conditions of the Disposal Agreements I (as defined in thecircular of the Company dated 30 January 2018 (the “Circular”) and a copyof which has been produced to the meeting marked “A” and signed by thechairman of the General Meeting for the purpose of identification) be andhereby approved, ratified and confirmed;

(b) all transactions contemplated under the Disposal Agreements I and theimplementation thereof be and are hereby approved, ratified and confirmed;and

(c) any one director of the Company be and is hereby authorized for and onbehalf of the Company to execute all such other documents, instrumentsand to do all such acts or things as that director may in his absolutediscretion deem appropriate to give effect to the Disposal Agreements I andthe transactions contemplated thereunder.”

2. “THAT:

(a) the terms and conditions of the Disposal Agreements II (as defined in theCircular and a copy of which has been produced to the meeting marked “B”and signed by the chairman of the General Meeting for the purpose ofidentification) be and hereby approved, ratified and confirmed;

(b) all transactions contemplated under the Disposal Agreements II and theimplementation thereof be and are hereby approved, ratified and confirmed;and

NOTICE OF GENERAL MEETING

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(c) any one director of the Company be and is hereby authorized for and onbehalf of the Company to execute all such other documents, instrumentsand to do all such acts or things as that director may in his absolutediscretion deem appropriate to give effect to the Disposal Agreements II andthe transactions contemplated thereunder.”

By the order of the BoardWONG Man Kit

Company Secretary

Hong Kong, 30 January 2018

Registered Office:

9/F, Building 12W

12 Science Park West Avenue

Hong Kong Science Park

New Territories

Hong Kong

www.goldpeak.com


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Notes:

1. A form of proxy for use at the General Meeting is enclosed.

2. Any member entitled to attend and vote at the General Meeting convened by the above notice is entitled toappoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member ofthe Company.

3. Where there are joint registered holders of any share, any one of such persons may vote at the GeneralMeeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but ifmore than one of such joint holders be present at the General Meeting personally or by proxy, that one ofthe said persons so present whose name stands first on the register of members in respect of such shareshall alone be entitled to vote in respect thereof.

4. The form of proxy and the power of attorney, if any, under which it is signed or a notarially certified copy ofsuch power of attorney must be deposited at the registered office of the Company at 9/F, Building 12W, 12Science Park West Avenue, Hong Kong Science Park, New Territories, Hong Kong as soon as possible andin any event, not less than 48 hours before the time appointed for the holding of the General Meeting orany adjourned meeting (as the case may be) and in default, the proxy shall not be treated as valid.Completion and return of the form of proxy shall not preclude members from attending and voting inperson at the General Meeting or any adjourned meeting should they so wish.

5. As at the date of this notice, the Board consists of Messrs. Victor LO Chung Wing (Chairman & ChiefExecutive), LEUNG Pak Chuen, Richard KU Yuk Hing, Andrew CHUANG Siu Leung and Brian LI YiuCheung as Executive Directors, Messrs. LUI Ming Wah, Frank CHAN Chi Chung and CHAN Kei Biu asIndependent Non-Executive Directors and Ms. Karen NG Ka Fai as Non-Executive Director.


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